UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 0-24363
INTERPLAY ENTERTAINMENT CORP.
(Exact name of the registrant as specified in its charter)
DELAWARE 33-0102707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16815 VON KARMAN AVENUE, IRVINE, CALIFORNIA 92606
(Address of principal executive offices)
(949) 553-6655
(Registrant's telephone number, including area code)
Securities registered pursuant of Section 12 (b) of the Act: None
Securities registered pursuant of Section 12 (g) of the Act:
COMMON STOCK, $0.001 PAR VALUE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of April 15, 2002, 93,060,857 shares of Common Stock of the Registrant were
issued and outstanding and the aggregate market value of voting common stock
held by non-affiliates was $3,032,659.
DOCUMENTS INCORPORATED BY REFERENCE
None.
AMENDMENT NO. 4
TO THE ANNUAL REPORT ON FORM 10-K FILED BY
INTERPLAY ENTERTAINMENT CORP. ON APRIL 17, 2001, AS
AMENDED ON APRIL 30, 2001, AUGUST 31, 2001 AND NOVEMBER 29, 2001
The following Items amend the Annual Report on Form 10-K filed by Interplay
Entertainment Corp. (the "Company") on April 17, 2001, as amended by Form 10-K/A
on April 30, 2001, August 31, 2001 and November 29, 2001 (the "Form 10-K"), as
permitted by rules and regulations promulgated by the Securities Exchange
Commission. That Form 10-K is hereby amended and restated to insert those Items
as set forth herein. All capitalized terms used herein but not defined shall
have the meanings ascribed to them in the Form 10-K.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements
The list of financial statements contained in the accompanying Index
to Consolidated Financial Statements covered by the Report of Independent Public
Accountants is herein incorporated by reference.*
(2) Financial Statement Schedules
The list of financial statement schedules contained in the
accompanying Index to Consolidated Financial Statements covered by the Report of
Independent Public Accountants is herein incorporated by reference.*
All other schedules are omitted because they are not applicable or
the required information is included in the Consolidated Financial Statements or
the Notes thereto.
(3) Exhibits
The list of exhibits on the accompanying Exhibit Index is herein
incorporated by reference.
(b) Reports on Form 8-K.
None.
- ------------------
* Previously filed with Form 10-K
Page 2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of Irvine,
State of California, on the 22nd day of May, 2002.
INTERPLAY ENTERTAINMENT CORP.
By: /S/ HERVE CAEN
-----------------------------------
Herve Caen, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Amendment No. 4 to Annual Report on Form 10-K/A has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
SIGNATURE TITLE DATE
/S/ HERVE CAEN President, Interim Chief Executive May 22, 2002
- ----------------------------- Officer and Director (Principal
Herve Caen Executive Officer)
* Chief Financial Officer May 22, 2002
- ----------------------------- (Principal Financial Officer and
Jeffrey Gonzalez Principal Accounting Officer)
Director May 22, 2002
- -----------------------------
Eric Caen
* Director May 22, 2002
- -----------------------------
Nathan Peck
Director May 22, 2002
- -----------------------------
Michel Henri Vulpillat
* Director May 22, 2002
- -----------------------------
Michel Welter
Director May 22, 2002
- -----------------------------
Parker Jones
* Director May 22, 2002
- -----------------------------
Maren Stenseth
* By: /S/ HERVE CAEN
-----------------------
Herve Caen
Attorney in Fact
Page 3
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2.1 Agreement and Plan of Reorganization and Merger, dated May 29, 1998,
between the Company and Interplay Productions. (incorporated herein by
reference to Exhibit 2.1 to the Company's Registration Statement on Form
S-1, No. 333-48473 (the "Form S-1"))
3.1 Amended and Restated Certificate of Incorporation of the Company.
(incorporated herein by reference to Exhibit 3.1 to the Form S-1)
3.2 Certificate of Designation of Preferences of Series A Preferred Stock,
as filed with the Delaware Secretary of State on April 14, 2000.
(incorporated herein by reference to Exhibit 10.32 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999.)
3.3 Amended and Restated Bylaws of the Company. (incorporated herein by
reference to Exhibit 3.2 to the Form S-1)
4.1 Specimen form of stock certificate for Common Stock. (incorporated
herein by reference to Exhibit 4.1 to the Form S-1)
4.2 Shareholders' Agreement among MCA Inc., the Company, and Brian Fargo,
dated March 30, 1994, as amended. (incorporated herein by reference to
Exhibit 4.2 to the Form S-1)
4.3 Investors' Rights Agreement dated October 10, 1996, as amended, among
the Company and holders of its Subordinated Secured Promissory Notes and
Warrants to purchase Common Stock. (incorporated herein by reference to
Exhibit 4.3 to the Form S-1)
10.1 Amended and Restated 1997 Stock Incentive Plan (the "1997 Plan").
(incorporated herein by reference to Exhibit 10.1 to the Form S-1)
10.2 Form of Stock Option Agreement pertaining to the 1997 Plan.
(incorporated herein by reference to Exhibit 10.2 to the Form S-1)
10.3 Form of Restricted Stock Purchase Agreement pertaining to the 1997 Plan.
(incorporated herein by reference to Exhibit 10.3 to the Form S-1)
10.4 Incentive Stock Option and Nonqualified Stock Option Plan--1994, as
amended (the "1994 Plan"). (incorporated herein by reference to Exhibit
10.4 to the Form S-1)
10.5 Form of Nonqualified Stock Option Agreement pertaining to the 1994 Plan.
(incorporated herein by reference to Exhibit 10.5 to the Form S-1)
10.6 Incentive Stock Option, Nonqualified Stock Option and Restricted Stock
Purchase Plan--1991, as amended (the "1991 Plan"). (incorporated herein
by reference to Exhibit 10.6 to the Form S-1)
10.7 Form of Incentive Stock Option Agreement pertaining to the 1991 Plan.
(incorporated herein by reference to Exhibit 10.7 to the Form S-1)
10.8 Form of Nonqualified Stock Option Agreement pertaining to the 1991 Plan.
(incorporated herein by reference to Exhibit 10.8 to the Form S-1)
10.9 Employee Stock Purchase Plan. (incorporated herein by reference to
Exhibit 10.10 to the Form S-1)
10.10 Form of Indemnification Agreement for Officers and Directors of the
Company. (incorporated herein by reference to Exhibit 10.11 to the Form
S-1)
10.11 Von Karman Corporate Center Office Building Lease between the Company
and Aetna Life Insurance Company of Illinois, dated September 8, 1995,
together with amendments thereto. (incorporated herein by reference to
Exhibit 10.14 to the Form S-1)
10.12 Loan and Security Agreement among Greyrock Business Credit, a Division
of NationsCredit Commercial Corporation ("Greyrock"), the Company, and
Interplay OEM, Inc. ("Interplay OEM"), dated June 16, 1997, as amended,
with Schedules. (incorporated herein by reference to Exhibit 10.15 to
the Form S-1)
10.13 Letter of Credit Agreement among Greyrock, the Company and Interplay
OEM, dated September 10, 1997. (incorporated herein by reference to
Exhibit 10.18 to the Form S-1)
10.14 Letter of Credit Agreement among Greyrock, the Company and Interplay
OEM, dated September 24, 1997. (incorporated herein by reference to
Exhibit 10.19 to the Form S-1)
10.15 Master Equipment Lease between Brentwood Credit Corporation and the
Company, dated March 28, 1996, with Schedules. (incorporated herein by
reference to Exhibit 10.20 to the Form S-1)
10.16 Master Equipment Lease Agreement between General Electric Capital
Computer Leasing Corporation and the Company, dated December 14, 1994,
as amended, with Schedules. (incorporated herein by reference to Exhibit
10.22 to the Form S-1)
10.17 Confidential License Agreement for Nintendo 64 Video Game System,
between the Company and Nintendo of America, Inc., dated October 7,
1997. (incorporated herein by reference to Exhibit 10.23 to the Form
S-1) *
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EXHIBIT
NO. DESCRIPTION
10.18 PlayStation License Agreement, between Sony Computer Entertainment of
America and the Company, dated February 16, 1995. (incorporated herein
by reference to Exhibit 10.24 to the Form S-1) *
10.19 Master Merchandising License Agreement between Paramount Pictures
Corporation and the Company, dated as of June 16, 1992. (incorporated
herein by reference to Exhibit 10.25 to the Form S-1) *
10.20 Heads of Agreement concerning Sales and Distribution between the Company
and Activision, Inc., dated November 19, 1998, as amended (incorporated
herein by reference to Exhibit 10.23 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998.) *
10.21 Stock Purchase Agreement between the Company and Titus Interactive SA,
dated March 18, 1999 (incorporated herein by reference to Exhibit 10.24
to Registrant's Annual Report on Form 10-K for the year ended December
1998.)
10.22 International Distribution Agreement between the Company and Virgin
Interactive Entertainment Limited, dated February 10, 1999 (incorporated
herein by reference to Exhibit 10.26 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998.) *
10.23 Termination Agreement among the Company, Virgin Interactive
Entertainment Limited, VIE Acquisition Group, LLC and VIE Acquisition
Holdings, LLC, dated February 10, 1999 (incorporated herein by reference
to Exhibit 10.27 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998.) *
10.24 Amendment to Loan Documents among the Company, Interplay OEM, Inc. and
Greyrock, dated March 18, 1999 (incorporated herein by reference to
Exhibit 10.28 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998.)
10.25 Fifth Amendment to Lease for Von Karman Corporate Center Office Building
between the Company and Arden Realty Finance IV, L.L.C., dated December
4, 1998 (incorporated herein by reference to Exhibit 10.29 to
Registrant's Annual Report on Form 10-K for the year ended December 31,
1998.)
10.26 Stock Purchase Agreement dated July 20, 1999, by and among the Company,
Titus Interactive S.A., and Brian Fargo (incorporated herein by
reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999.)
10.27 Exchange Agreement dated July 20, 1999, by and among Titus Interactive
S.A., Brian Fargo, Herve Caen and Eric Caen (incorporated herein by
reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999.)
10.28 Employment Agreement between the Company and Herve Caen dated November
9, 1999 (incorporated herein by reference to Exhibit 10.3 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.)
10.29 Employment Agreement between the Company and Brian Fargo dated November
9, 1999 (incorporated herein by reference to Exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.)
10.30 Stockholder Agreement among the Company, Titus Interactive S.A. and
Brian Fargo dated November 9, 1999 (incorporated herein by reference to
Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.)
10.31 Stock Purchase Agreement between the Company and Titus Interactive S.A.,
dated April 14, 2000. (incorporated herein by reference to Exhibit 10.31
to Registrant's Annual Report on Form 10-K for the year ended December
31, 1999.)
10.32 Warrant (350,000 shares) for Common Stock between the Company and Titus
Interactive S.A., dated April 14, 2000. (incorporated herein by
reference to Exhibit 10.33 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999.)
10.33 Warrant (50,000 shares) for Common Stock between the Company and Titus
Interactive S.A., dated April 14, 2000. (incorporated herein by
reference to Exhibit 10.34 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999.)
10.34 Warrant (100,000 shares) for Common Stock between the Company and Titus
Interactive S.A., dated April 14, 2000. (incorporated herein by
reference to Exhibit 10.35 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999.)
10.35 Amendment to Loan Documents among the Company, Interplay OEM, Inc. and
Greyrock, dated April 14, 2000. (incorporated herein by reference to
Exhibit 10.36 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999.)
Page 2
EXHIBIT
NO. DESCRIPTION
10.36 Revolving Note between the Company and Titus Interactive S.A., dated
April 14, 2000. (incorporated herein by reference to Exhibit 10.37 to
Registrant's Annual Report on Form 10-K for the year ended December 31,
1999.)
10.37 Reimbursement and Security Agreement between the Company and Titus
Interactive S.A., dated April 14, 2000. (incorporated herein by
reference to Exhibit 10.38 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999.)
10.38 Amendment Number 1 to International Distribution Agreement between the
Company and Virgin Interactive Entertainment Limited, dated July 1,
1999. (incorporated herein by reference to Exhibit 10.39 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999.)
10.39 XBOX Publisher License Agreement between the Company and Microsoft
Corporation, dated October 12, 2000. (incorporated herein by reference
to Exhibit 10.39 to Registrant's Amendment No.1 to its Annual Report on
Form 10-K/A, filed April 30, 2001.)
10.40 Joint Venture Agreement between the Company and Brian Fargo, dated April
3, 2000. (incorporated herein by reference to Exhibit 10.40 to
Registrant's Amendment No. 2 to its Annual Report on Form 10-K/A, filed
August 31, 2001.)
10.41 Agreement among the Company, Brian Fargo, Titus Interactive, S.A. and
Herve Caen, dated May 15, 2001. (incorporated herein by reference to
Exhibit 10.41 to Registrant's Amendment No. 2 to its Annual Report on
Form 10-K/A, filed August 31, 2001.)
10.42 Amendment to International Distribution Agreement between the Company
and Virgin Interactive Entertainment Limited, dated April 12, 2001. *
10.43 Retail License Agreement between the Company and Warner Bros. Consumer
Products, a division of Time Warner Entertainment Company, L.P., dated
December 18, 2000. *
10.44 Playstation(R) CD-ROM/DVD-ROM Licensed Publisher Agreement between the
Company and Sony Computer Entertainment America, Inc., dated April 1,
2001. *
10.45 Computer Game License Agreement between the Company and TSR, Inc. dated
August 8, 1994. *
10.46 First Amendment to Computer Game License Agreement between the Company
and TSR, Inc., dated August 8, 1994. *
10.47 Second Amendment to License Agreement between the Company and TSR, Inc.,
dated March 8, 1998. *
21.1 Subsidiaries of the Company. (incorporated herein by reference to
Exhibit 21.1. to the Form S-1)
23.1 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included as page 40 to the Registrant's Form 10-K).
- --------------------
* Certain portions of this agreement have been omitted and filed separately with
the Securities and Exchange Commission pursuant to a request for an order
granting confidential treatment pursuant to Rule 24b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
Page 3